|
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
|
| ||||||||||||||||||||||||||||||||||||||
|
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Series A Convertible Preferred Stock | (1) | 03/14/2006 | C | 51.806 (4) | (1) | (1) | Common Stock | 129,515 | $ 0 | 0 | I (2) | See Footnote 2 | |||
12% Convertible Notes due 2009 | $ 0.01 | 03/14/2006 | X | 10,290 (5) | 03/14/2006 | 09/13/2013 | Common Stock | 10,290 | $ 0 | 0 | I (3) | See Footnote 3 |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
CHILD MICHAEL C C/O TA ASSOCIATES, INC. 125 HIGH STREET BOSTON, MA 02110 |
X |
/s/ Thomas P. Alber Attorney-in-Fact | 03/16/2006 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) | Upon completion of the issuer's initial public offering, each share of the issuer's Series A Convertible Preferred Stock converted into 2,500 shares of Common Stock. |
(2) | The reporting person may be deemed to have an indirect pecuniary interest as a member of TA Investors LLC in 129,515 shares of Common Stock. The reporting person disclaims beneficial ownership of such securities, except to the extent of 29,574 shares of Common Stock as to which he holds a pecuniary interest. |
(3) | The reporting person may be deemed to have an indirect pecuniary interest as a member of TA Investors LLC in 10,290 shares of Common Stock into which the 12% Convertible Notes due 2009 are convertible. The reporting person disclaims beneficial ownership of such securities, except to the extent of 2,351 shares of Common Stock as to which he holds a pecuniary interest. |
(4) | The number of share of Series A Convertible Preferred Stock shown in column 5 converted at a rate of 1-to-2,500 into the number of shares of Common Stock shown in column 7. |
(5) | The 12% Convertible Notes due 2009 were converted into (i) 12% Notes due 2009 and (ii) the number of warrants shown in column 5 which were immediately exercised for the number of shares of Common Stock shown in column 7. |